As filed with the Securities and
Exchange Commission on November 7, 2016

Registration No. 333-191783

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WALKER INNOVATION INC.

(Exact name of registrant as specified in its
charter)

Delaware

6794

30-0342273

(State or other jurisdiction
of

(Primary Standard
Industrial

(I.R.S.
Employer

incorporation or
organization)

Classification Code
Number)

Identification
Number)

Two High Ridge Park

Stamford, CT 06905

Phone: (203) 461-7200

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)

Jonathan Ellenthal

Vice Chairman of the Board of Directors, Chief
Executive Officer

Two High Ridge Park

Stamford, CT 06905

Phone: (203) 461-7200

Edward Gomez

General Counsel

Two High Ridge Park

Stamford, CT 06905

Phone: (203) 461-7200

(Name, address, including zip code, and telephone
number, including area code of agent for service)

Copies to:

Mitchell S. Nussbaum, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4000

Approximate date of commencement of proposed sale
to public: From time to time after the effective date of this
Registration Statement.

If the only securities being
registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.¨

If any of the securities being
registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box.þ

If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective Registration Statement for the same offering.¨

If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.¨

If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check
the following box.¨

If this Form is a post-effective
amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box.¨

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨ (Do
not check if a smaller reporting company)

Smaller reporting company

x

This Registration Statement is a Post-Effective
Amendment No. 4 to Registration Statement No. 333-191783 and shall
hereafter become effective in accordance with Section 8(c) of the
Securities Act of 1933, as amended.

Explanatory Note

This Post-Effective Amendment No. 4 on Form S-1 to
the Registration Statement on Form S-1 (Registration No.
333-191783) (the "Registration Statement"), which was declared
effective by the Commission on February 13, 2014 is being filed to
reflect changes to Item 12 of Form S-1 pursuant to Securities Act
Release 33-10003 permitting the registrant to update disclosure in
the prospectus included in the Registration Statement by
incorporating its future filings with the Commission by reference
herein. In addition, this Post-Effective Amendment No. 4
deregisters an aggregate of 1,980,118 shares of common stock
originally registered for resale on the Registration Statement in
respect of shares underlying formerly outstanding warrants, which
warrants expired by their terms on September 19, 2016.

2

WALKER INNOVATION INC.

Up to 6,876,345 shares of Common Stock

This prospectus relates to the offer and resale of
up to 6,876,345 shares of our common stock, par value $0.001 per
share, by the selling stockholders named in this prospectus
beginning on page 7. All of such shares of common stock are
currently issued and outstanding.

Concurrently with the offering being made by the
selling stockholders named in this prospectus, an additional
5,309,167 shares of our common stock are being offered by those
selling stockholders named in separate prospectuses included in
Post-Effective Amendment No. 3 to the Registration Statement on
Form S-1 (File No. 333-195190).

The selling stockholders may offer, sell or
distribute all or a portion of their shares publicly or through
private transactions at prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from the sale of
the shares of common stock owned by the selling stockholders. We
will bear all costs, expenses and fees in connection with the
registration of these shares. The selling stockholders will bear
all commissions and discounts, if any, attributable to their sale
of shares. See "Plan of Distribution" beginning on page 10 of
this prospectus.

Mr. Jay Walker, the Executive Chairman of the
Board of Directors of the Company, has a controlling interest in
Walker Digital LLC ("Walker Digital"). Walker Digital owns
approximately 49% of our outstanding common stock and owns 100% of
the series B convertible preferred stock, which series of
preferred stock entitles Walker Digital to cast 80% of the total
votes that may be cast with respect to any matter brought to the
holders of common stock for a vote. As a result, the company
currently is, and subsequent to the sale of all of the shares of
common stock being offered by the selling stockholders, will
continue to be under the control of Walker Digital and
Mr. Walker.

Our common stock is traded on the Over-the-Counter
Bulletin Board under the symbol "WLKR". On November 4, 2016, the
closing price of our common stock was $0.47 per share. As of
November 4, 2016, we had 20,741,572 shares of common stock
outstanding.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT
RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS INCLUDED IN
OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS BEFORE MAKING A
DECISION TO INVEST IN OUR COMMON STOCK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

We may amend or supplement this prospectus from time
to time by filing amendments or supplements as required. You should
read the entire prospectus and any amendments or supplements
carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.

Our securities are not being offered in any
jurisdiction where the offer is not permitted under applicable
local laws.

WALKER INNOVATION INC. HAS NOT REGISTERED THE SHARES
OF COMMON STOCK THAT MAY BE SOLD BY THE SELLING STOCKHOLDERS UNDER
THE SECURITIES LAWS OF ANY STATE. SELLING STOCKHOLDERS, AND ANY
BROKERS OR DEALERS, EFFECTING TRANSACTIONS IN THE SHARES SHOULD
CONFIRM THAT THE SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES
LAWS OF THE STATE OR STATES IN WHICH SALES OF THE SHARES OCCUR AS
OF THE TIME OF SUCH SALES, OR THAT THERE IS AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF SUCH
STATES.

THIS PROSPECTUS IS NOT AN OFFER TO SELL ANY
SECURITIES OTHER THAN THE SHARES OF COMMON STOCK FOR SALE BY THE
SELLING STOCKHOLDERS. THIS PROSPECTUS IS NOT AN OFFER TO SELL
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER IS
UNLAWFUL.

4

PROSPECTUS
SUMMARY

The following summary highlights selected
information contained in this prospectus, including in the
documents incorporated by reference herein. Because it is a
summary, it does not contain all of the information you should
consider before making an investment decision. Before making an
investment decision, you should read the entire prospectus and such
incorporated documents carefully, including the "Risk Factors"
sections, our financial statements, and the notes to our financial
statements. Unless the context otherwise requires, the "Company,"
"we," "our," "us" and similar expressions refer to Walker
Innovation Inc. (f/k/a Patent Properties, Inc.)

Overview of the Business

Walker Innovation Inc. (f/k/a
Patent Properties, Inc.) has two distinct lines of businesses: we
develop and commercialize our unique portfolio of intellectual
property assets through our licensing and enforcement operations
(''Licensing and Enforcement'') and in early 2015 we launched the
innovation business, which previously consisted of Haystack
IQTM (formerly known as ''The United States Patent
UtilityTM'') (''Haystack IQ'') until it closed March 30,
2016 and currentlyincludes custom
business innovation services pursuant to which the Company seeks to
perform custom innovation work for large companies seeking to
prototype and commercialize new businesses and new business
methods, referred to as the Company's ''Innovation'' business. The
Company is led by entrepreneur and inventor Jay Walker, who is best
known as the founder of Priceline.com and has twice been named by
TIME magazine as "one of the top 50 business leaders of the digital
age." Mr. Walker currently ranks as the world's 10th most patented
living individual, based on U.S. patent issuances according to
Wikipedia.

THE OFFERING

This prospectus relates to the offer and
resale of up to 6,876,345 shares of our common stock, par value
$0.001 per share, by the selling stockholders named in this
prospectus beginning on page 7.

Common stock being offered by the
selling stockholders:

6,876,345

Total shares of common stock outstanding as
of November 4, 2016:

20,741,572

Terms of the offering

The selling stockholders will
determine when and how they will dispose of the common stock
offered pursuant to this prospectus. For additional information
concerning the offering, see "Plan of Distribution" beginning on
page 10.

Use of proceeds:

We will not receive any of the
proceeds from the sale of shares of common stock by the selling
stockholders.

OTCQB Ticker symbol:

WLKR

Risk Factors:

Before investing in our common
stock, you should carefully read and consider the information set
forth under the heading "Risk Factors" in the documents
incorporated by reference herein and other information included or
incorporated by reference in this prospectus for a discussion of
factors you should consider before deciding to invest in shares of
our common stock.

5

FORWARD-LOOKING
STATEMENTS

This prospectus, including the information
incorporated by reference herein, contains forward-looking
statements within the meaning of applicable securities laws. These
statements relate to anticipated future events, future results of
operations or future financial performance. These forward-looking
statements include, but are not limited to, statements relating to
projections about our future results, statements about our plans,
strategies, business prospects, changes and trends in our business
and the markets in which we operate. Additionally, statements
concerning future matters such as financial results and other
statements regarding matters that are not historical are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "might,"
"should," "intends," "expects," "plans," "goals," "projects,"
"anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of these terms or other comparable
terminology.

These forward-looking statements are only
predictions, are uncertain and involve substantial known and
unknown risks, uncertainties and other factors which may cause our
actual results, levels of activity or performance to be materially
different from any future results, levels of activity or
performance expressed or implied by these forward-looking
statements. The "Risk Factors" section of certain of the documents
we incorporate by reference herein sets forth detailed risks,
uncertainties and cautionary statements regarding our business and
these forward-looking statements.

We cannot guarantee future results, levels of
activity or performance. You should not place undue reliance on
these forward-looking statements, which speak only as of the date
that they were made. These cautionary statements should be
considered with any written or oral forward-looking statements that
we may issue in the future. Except as required by applicable law,
including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform
these statements to reflect actual results, later events or
circumstances or to reflect the occurrence of unanticipated
events.

You should rely only on the information contained in
this prospectus, including the information incorporated by
reference herein. Neither we nor the selling stockholders have
authorized anyone to provide you with information that is different
from that contained in this prospectus. We and the selling
stockholders take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. If anyone provides you with different
information, you should not rely on it. You should assume that the
information contained in this prospectus (including the information
incorporated by reference herein) is accurate only as of the date
on the front cover of this prospectus or the date of filing of any
document incorporated by reference herein after such date.

6

USE OF
PROCEEDS

This prospectus relates to shares of our common
stock that may be offered and sold from time to time by the selling
stockholders identified in the section of this prospectus entitled
"Selling Stockholders." We will not receive any of the proceeds
from the sale of the shares by selling stockholders hereunder.

SELLING STOCKHOLDERS

The following table sets forth as of November 4,
2016, information regarding the current beneficial ownership of our
common stock by the persons identified, based on information
provided to us by them, which we have not independently verified.
Although we have assumed for purposes of the table that the selling
stockholders will sell all of the shares offered by this
prospectus, because they may from time to time offer all or some of
their shares under this prospectus or in another manner, no
assurance can be given as to the actual number of shares that will
be resold by the selling stockholders (or any of them), or that
will be held after completion of the resales. In addition, a
selling stockholder may have sold or otherwise disposed of shares
in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended or otherwise since the date he
or she provided information to us. The selling stockholders are not
making any representation that the shares covered by this
prospectus will be offered for sale. No selling stockholder has
held any position nor had any material relationship with us or our
affiliates during the past three years.

We have been informed that at the time the shares
were acquired, none of such parties have agreements, plans or
arrangements to dispose of the shares.

Bernard Lachenal has sole voting or investment control over
Magal Group S.A. Panama

18)

Kim Ward has sole voting or investment control over Millennium
Insurance.

19)

Dan Sternberg has sole voting or investment control over
Parkwood LP Fund.

20)

Sheldon Inwentash has sole voting or investment control over
Pinetree Income Partnership.

21)

Michael Ruscetta has sole voting or investment control over RCM
Special Situations.

22)

David Freelove has sole voting or investment control over Rock
Maple Concentrated Alpha Trust.

23)

Kim Ward has sole voting or investment control over Rockhaven
Holdings Ltd.

24)

Ben Cubitt has sole voting or investment control over Samara
Fund Ltd.

25)

Charles W. Chambers has sole voting or investment control over
The Chambers Family Living Trust Dated November 30, U/A
11/30/12

26)

Shawn Dym has sole voting or investment control over York
Plains Investment Corp.

9

PLAN OF
DISTRIBUTION

We are registering the shares of common stock issued
to the selling stockholders to permit the resale of these shares of
common stock by the selling stockholders from time to time after
the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the shares of
common stock although we will receive proceeds upon exercise of
Warrants. We will bear all fees and expenses incident to our
obligation to register the shares of common stock.

The selling stockholders may sell all or a portion
of the shares of common stock beneficially owned by them and
offered hereby from time to time directly or through one or more
underwriters, broker-dealers or agents. If the shares of common
stock are sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or
commissions or agent's commissions. The shares of common stock may
be sold on any national securities exchange or quotation service on
which the securities may be listed or quoted at the time of sale,
in the over-the-counter market or in transactions otherwise than on
these exchanges or systems or in the over-the-counter market and in
one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the
time of sale, or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions.
The selling stockholders may use any one or more of the following
methods when selling shares:

•

ordinary brokerage transactions
and transactions in which the broker-dealer solicits
buyers;

•

block trades in which the
broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;

•

purchases by a broker-dealer as
principal and resale by the broker-dealer for its
account;

•

an exchange distribution in
accordance with the rules of the applicable exchange;

•

privately negotiated
transactions;

•

settlement of short sales entered
into after the effective date of the registration statement of
which this prospectus is a part;

•

broker-dealers may agree with the
selling stockholders to sell a specified number of such shares at a
stipulated price per share;

•

through the writing or settlement
of options or other hedging transactions, whether such options are
listed on an options exchange or otherwise;

•

a combination of any such methods
of sale; and

•

any other method permitted
pursuant to applicable law.

The selling stockholders also may resell all or a
portion of the shares in open market transactions in reliance upon
Rule 144 under the Securities Act, as permitted by that rule,
or Section 4(1) under the Securities Act, if available, rather
than under this prospectus, provided that they meet the criteria
and conform to the requirements of those provisions.

Broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate in sales. If
the selling stockholders effect such transactions by selling shares
of common stock to or through underwriters, broker-dealers or
agents, such underwriters, broker-dealers or agents may receive
commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from buyers of the
shares of common stock for whom they may act as agent or to whom
they may sell as principal. Such commissions will be in amounts to
be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction will not be in
excess of a customary brokerage commission in compliance with FINRA
Rule 5110.

In connection with sales of the shares of common
stock or otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares of common
stock in the course of hedging in positions they assume. The
selling stockholders may also sell shares of common stock short and
if such short sale shall take place after the date that this
registration statement is declared effective by the Commission, the
selling stockholders may deliver shares of common stock covered by
this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling
stockholders may also loan or pledge shares of common stock to
broker-dealers that in turn may sell such shares, to the extent
permitted by applicable law. The selling stockholders may also
enter into option or other transactions with broker-dealers or
other financial institutions or the creation of one or more
derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by
this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). Notwithstanding the
foregoing, the selling stockholders have been advised that they may
not use shares registered on this registration statement to cover
short sales of our common stock made prior to the date the
registration statement, of which this prospectus forms a part, has
been declared effective by the SEC. Similar to other purchase
transactions, a delivery of shares of common stock to cover
syndicate short sales or to stabilize the market price of our
common stock may have the effect of raising or maintaining the
market price of our common stock or preventing or mitigating a
decline in the market price of our common stock. As a result, the
price of the shares of our common stock may be higher than the
price that might otherwise exist in the open market.

10

The selling stockholders may, from time to time,
pledge or grant a security interest in some or all of the warrants
or shares of common stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to
time pursuant to this prospectus or any amendment to this
prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary,
the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this
prospectus.

The selling stockholders and any broker-dealer or
agents participating in the distribution of the shares of common
stock may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with such
sales. In such event, any commissions paid, or any discounts or
concessions allowed to, any such broker-dealer or agent and any
profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities
Act. Selling Stockholders who are "underwriters" within the meaning
of Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act and may be
subject to certain statutory liabilities of, including but not
limited to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Securities Exchange Act of 1934, as
amended, or the Exchange Act.

Except for Messrs. Rapoport, Wagenheim, Dominitz,
Cannon, Kutcher, Eiswerth, Prince and Cugine, who are affiliates of
a registered broker, none of the selling stockholders is a
registered broker-dealer in the U.S. PowerOne Capital Markets
Limited is an exempt market dealer in Canada. Each selling
stockholder has informed the Company that it does not have any
written or oral agreement understanding, plans or arrangements
directly or indirectly, with any person to distribute the common
stock. Upon the Company being notified in writing by a selling
stockholder that any material arrangement has been entered into
with a broker-dealer for the sale of common stock through a block
trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to
this prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such
selling stockholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at
which such the shares of common stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this
prospectus, and (vi) other facts material to the transaction.
In no event shall any broker-dealer receive fees, commissions and
markups, which, in the aggregate, would exceed eight percent
(8%).

Under the securities laws of some states, the shares
of common stock may be sold in such states only through registered
or licensed brokers or dealers. In addition, in some states the
shares of common stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied
with.

There can be no assurance that any selling
stockholder will sell any or all of the shares of common stock
registered pursuant to the registration statement of which this
prospectus forms a part.

Each selling stockholder and any other person
participating in such distribution will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, including, without
limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the shares of common
stock by the selling stockholder and any other participating
person. Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of
common stock. All of the foregoing may affect the marketability of
the shares of common stock and the ability of any person or entity
to engage in market-making activities with respect to the shares of
common stock.

We will pay all expenses of the registration of the
shares of common stock pursuant to the registration rights
agreement, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state
securities or "blue sky" laws; provided , however ,
that each selling stockholder will pay all underwriting discounts
and selling commissions, if any, and any legal expenses incurred by
it. We will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act,
in accordance with a registration rights agreement, or the selling
stockholders will be entitled to contribution. We may be
indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling stockholders
specifically for use in this prospectus, in accordance with the
related registration rights agreements, or we may be entitled to
contribution.

Once sold under the registration statement, of which
this prospectus forms a part, the shares of common stock will be
freely tradable in the hands of persons other than our
affiliates.

11

Blue Sky Restrictions on Resale

If a selling stockholder wants to sell shares of our
common stock under this prospectus in the United States, the
selling stockholder will also need to comply with state securities
laws, also known as "Blue Sky laws," with regard to secondary
sales. As a result, holders may not resell their shares of common
stock in the United States without satisfying the applicable state
securities law or qualifying for an exemption therefrom, including
the exemptions provided under the U.S. National Securities Markets
Improvement Act of 1996. The broker for a selling stockholder will
be able to advise a selling stockholder as to which states our
common stock is exempt from registration with that state for
secondary sales.

Any person who purchases shares of our common stock
from a selling security holder under this prospectus who then wants
to sell such shares will also have to comply with Blue Sky laws
regarding secondary sales. These restrictions and potential costs
could be significant burdens to our stockholders seeking to effect
resales of our common stock within the United States.

12

INTEREST OF NAMED
EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as
having prepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a
contingency basis, or had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in the
registrant or any of its parents or subsidiaries. Nor was any such
person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriters,
voting trustee, director, officer, or employee.

The consolidated financial statements of Walker
Innovation Inc. and Subsidiaries as of December 31, 2015 and
2014 are incorporated by reference in this prospectus in reliance
upon the report of Marcum LLP, an independent registered public
accounting firm, appearing in the documents incorporated by
reference herein, given upon the authority of said firm as experts
in accounting and auditing.

The validity of the securities offered hereby and
certain legal matters in connection this registration statement
have been passed upon by the law firm Loeb & Loeb LLP.

INFORMATION
INCORPORATED BY REFERENCE

We have elected to incorporate certain information
by reference into this prospectus. By incorporating by reference,
we can disclose important information to you by referring you to
other documents we have filed or will file with the SEC. The
information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that
is superseded by information contained in this prospectus. This
means that you must look at all of the SEC filings that we
incorporate by reference to determine if any statements in the
prospectus or any document previously incorporated by reference
have been modified or superseded. This prospectus incorporates by
reference the documents set forth below that we have previously
filed with the SEC:

·

Our annual report on Form 10-K
for the fiscal year ended December 31, 2015and the portions of our proxy statement on Schedule 14A for
our Annual Meeting of Stockholders filed with the SEC on April 12,
2016 that are incorporated therein;

·

Our quarterly reports on Form 10-Q
for the quarters ended March 31, June 30, 2016 and September 30,
2016; and

·

Our Current Report on Form 8-K
filed on March 31, 2016, May 6, 2016 and July 20, 2016.

We also incorporate by reference all documents we
file in the future pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of the
initial filing of the registration statement that contains this
prospectus and prior to the termination of the offering (except in
each case the information contained in such document to the extent
"furnish" and not "filed").

You may obtain copies of these documents on the
website maintained by the SEC at http://www.sec.gov, on our
website at www.walkerinnovation.com or from us without
charge (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into such documents) by
writing us at Edward Gomez, General Counsel, Two High Ridge Park,
Stamford, CT 06905.

Any statement contained in a document incorporated
or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for the purposes of this
prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes that
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this prospectus.

WHERE YOU MAY FIND
MORE INFORMATION

We are subject to the informational requirements of
the Exchange Act. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy any document that we file at the SEC's
public reference room at 100 F Street, NE, Washington, DC 20549.
Information about the operation of the public reference room may be
obtained by calling the SEC at 1-800-SEC-0330. Our SEC filings are
also available to you free of charge at the SEC's web site at
http://www.sec.gov.

You can read and print press releases, financial
statements, our most recent annual and quarterly reports and
additional information about us, free of charge, at our web site at
http://www.walkerinnovation.com.

13

This prospectus is a part of a registration
statement on Form S-1 filed by us with the SEC under the Securities
Act. This prospectus does not contain all of the information set
forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC.
For further information with respect to us and the shares of our
common stock offered hereby, please refer to the registration
statement. The registration statement may be inspected at the
public reference facilities maintained by the SEC at the addresses
set forth above. Statements in this prospectus about any document
filed as an exhibit are not necessarily complete and, in each
instance, you should refer to the copy of such document filed with
the SEC. Each such statement is qualified by such reference.

DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

14

6,876,345 shares of Common Stock

PROSPECTUS

November 7, 2016

PART II - INFORMATION NOT REQUIRED IN
PROSPECTUS

Item 13. Other Expenses of Issuance and
Distribution.

Expenses estimated to be incurred by Walker
Innovation Inc. for the issuance and distribution of this
prospectus are as follows:

SEC registration fee

$

2,735.28

Printing and reproduction costs

$

10,000

Legal and accounting fees and expenses

$

35,000

Total

$

47,735.28

Item 14. Indemnification of Directors and
Officers.

Delaware General Corporation Law

Subsection (a) of Section 145 of the
Delaware General Corporation Law (the "DGCL") provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Section 145 of the DGCL further
provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment
in its favor, against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Certificate of Incorporation

Under our Certificate of Incorporation, every
director, officer or employee of the Registrant shall be
indemnified by the Registrant against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him
in connection with any proceeding to which he may be made a party,
or in which he may become involved, by reason of his being or
having been a director, officer or employee of the Registrant, or
any settlement thereof, whether or not he is a director, officer or
employee at the time such expenses are incurred or liability
incurred, except in such cases where the director, officer or
employee is adjudged guilty of willful misfeasance or malfeasance
in the performance of his duties; provided that in the event of a
settlement the indemnification shall apply only when the board of
directors approves such settlement and reimbursement as being for
the best interests of the Registrant. In addition, no person shall
be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director;
provided, however, that this does not eliminate or limit the
liability of a director (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Registrant will
be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.

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1

By-laws

Pursuant to the By-laws of the Registrant, any
person who was or is made a party, or is threatened to be made a
party to, or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director,
officer, employee or agent of the Registrant, or is or was serving
at the request of the Registrant, as a director, officer or
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect
to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by the
DGCL as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment
permits the Registrant to provide broader indemnification rights
than said law permitted the Registrant to provide prior to such
amendment) and in the manner provided in the Certificate of
Incorporation of the Registrant and as otherwise permitted by the
DGCL.

Indemnification Agreements

As permitted under Delaware law, the Registrant has
agreements whereby its officers and directors are indemnified for
certain events or occurrences while the officer or director is, or
was serving, at the Registrant's request in such capacity. The term
of the indemnification period is for the officer's or director's
term in such capacity and thereafter for so long as the officer or
director is subject to any proceeding.

Item 15. Recent Sales of Unregistered
Securities.

None

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2

Item 16. Exhibits.

(a) The following exhibits are filed as a
part of, or incorporated by reference into, this Registration
Statement:

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated July 11,
2013, by and among GlobalOptions Group, Inc., GO Merger Sub, LLC,
Walker Digital, LLC and Walker Digital Holdings, LLC (filed as
Exhibit 2.1 to our Current Report on Form 8-K filed on July 15,
2013).*

2.2

Amendment to Agreement and Plan of Merger
dated as of September 18, 2013, by and among GlobalOptions Group,
Inc., GO Merger Sub LLC, Walker Digital, LLC and Walker Digital
Holdings, LLC (filed as Exhibit 2.2 to our Current Report on Form
8-K filed on September 24, 2013).*

2.3

Certificate of Merger of Walker Digital
Holdings, LLC (filed as Exhibit 2.3 to our Current Report on Form
8-K filed on September 24, 2013).*

3.1

Certificate of Incorporation of Patent
Properties, Inc. (filed as Exhibit 3.1 to our Current Report on
Form 8-K filed on September 24, 2013).*

3.1a

Certificate of Amendment to Certificate of
Incorporation (filed as Exhibit 3.2 to our Current Report on Form
8-K filed on September 24, 2013).*

3.1b

Certificate of Elimination of the Series D
Convertible Preferred Stock (filed as Exhibit 3.3 to our Current
Report on Form 8-K filed on July 15, 2013).*

3.1c

Certificate of Elimination of the Series A
Junior Participating Preferred Stock. (filed as Exhibit 3.4 to our
Current Report on Form 8-K filed on September 24,
2013).*

3.1d

Certificate of Designations of Series B
Convertible Preferred Stock (filed as Exhibit 3.5 to our Current
Report on Form 8-K filed on September 24, 2013).*

3.1e

Amendment to Certificate of Incorporation
dated November 12, 2013 (filed as Exhibit 3.10 to Amendment No. 3
to our Registration Statement on Form S-1 (No. 333-191783) filed on
February 7, 2014).*

3.1f

Amendment to Certificate of Incorporation
effective July 31, 2015 (filed as Exhibit 3.3 to our Quarterly
Report on Form 10-Q filed on August 6, 2015).*

3.2

Bylaws (filed as Exhibit 3.6 to our Current
Report on Form 8-K filed on September 24, 2013).*

3.2a

Amendment to Bylaws (filed as Exhibit 3.7 to
our Current Report on Form 8-K filed on September 24,
2013).*

3.2b

Amendment to Bylaws (filed as Exhibit 3.8 to
our Current Report on Form 8-K filed on September 24,
2013).*

3.2c

Amendment to Bylaws (filed as Exhibit 3.9 to
our Current Report on Form 8-K filed on September 24,
2013).*

3.2d

Amended and Restated Bylaws (filed as Exhibit
A to our Definitive Proxy Statement on Schedule 14A filed on April
12, 2016).*

4.1

Rights Agreement, dated as of September 7,
2010, between GlobalOptions Group, Inc. and Continental Transfer
& Trust Company (filed as Exhibit 4.1 to our Current Report on
Form 8-K filed on September 8, 2010).*

4.1a

Amendment No. 1 to Rights Agreement, dated as
of March 26, 2012 between GlobalOptions Group, Inc. and Continental
Transfer & Trust Company (filed as Exhibit 4.2 to our Annual
Report on Form 10-K filed on March 30, 2012).*

II-
3

4.1b

Amendment No. 2 to Rights
Agreement, dated as of March 26, 2012 between GlobalOptions Group,
Inc. and Continental Transfer & Trust Company (filed as Exhibit
4.1 to our Current Report on Form 8-K filed on September 9,
2013).*

4.1c

Amendment No. 3 to Rights Agreement, dated as
of March 26, 2012 between GlobalOptions Group, Inc. and Continental
Transfer & Trust Company (filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on September 23, 2013).*

4.2

Restricted Stock Agreement, dated July 11,
2013, by and between GlobalOptions Group, Inc. and Broadband
Capital Management LLC (filed as Exhibit 4.1 to our Current Report
on Form 8-K filed on July 15, 2013).*

4.3

Lock-Up Agreement dated July 11, 2013, by and
between GlobalOptions Group, Inc. and Broadband Capital Management
LLC (filed as Exhibit 10.5 to our Current Report on Form 8-K filed
on July 15, 2013).*

4.4

Lock-Up Agreement dated July 11, 2013, by and
between GlobalOptions Group, Inc. and Walker Digital LLC (filed as
Exhibit 10.6 to our Current Report on Form 8-K filed on July 15,
2013).*

4.4a

Amendment to Lock-Up Agreement by and between
GlobalOptions Group, Inc. and Walker Digital LLC, dated as of
September 18, 2013 (filed as Exhibit 4.1 to our Current Report on
Form 8-K filed on September 27, 2013).*

4.5

Restricted Stock Agreement dated as of
September 18, 2013, by and between IP Navigation Group, LLC, and
GlobalOptions Group, Inc. (filed as Exhibit 4.10 to our Current
Report on Form 8-K filed on September 24, 2013).*

4.6

Lock-Up Agreement dated September 18, 2013,
by and between IP Navigation Group, LLC and GlobalOptions Group,
Inc. (filed as Exhibit 4.9 to our Current Report on Form 8-K filed
on September 24, 2013).*

4.7

Form of Warrant of GlobalOptions Group, Inc.
(filed as Exhibit 4.8 to our Current Report on Form 8-K filed on
September 24, 2013).*

4.8

Revolving Promissory Note between Walker
Innovation Inc. and Walker Digital, LLC, dated as of July 19, 2016.
(filed as Exhibit 4.1 to our Current Report on Form 8-K filed on
July 20, 2016).*

5.1

Opinion of Loeb & Loeb LLP.**

10.1

Amended and Restated 2006 Long-Term Incentive
Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed
on July 30, 2008).* †

Amended and Restated 2006 Employee Stock
Purchase Plan (filed as Exhibit 10.2 to our Current Report on Form
8-K filed on July 30, 2008).* †

10.4

Form of Option Grant Agreement under the
GlobalOptions Inc. Amended and Restated 2006 Long-term Incentive
Plan (filed as Exhibit 10.4 to our Annual Report on Form 10-K filed
on March 15, 2016). †

10.5

Form of Option Grant Agreement under The
Patent Properties, Inc. Amended and Restated Long-term Incentive
Plan, effective March 2, 2015 (filed as Exhibit 10.2 to our
Quarterly Report on Form 10-Q filed on May 13, 2015).*
†

10.6

Employment Agreement and Non-Competition and
Confidentiality Agreement, dated as of September 18, 2013, between
Jonathan Ellenthal and GlobalOptions Group, Inc. (filed as Exhibit
10.24 to our Current Report on Form 8-K filed on September 24,
2013).* †

10.7

Executive Employment Agreement, dated as of
February 10, 2014, between Jonathan Siegel and Patent Properties,
Inc. (filed as Exhibit 10.41 to Amendment No. 5 to our Registration
Statement on Form S-1 (No. 333-191783) filed on February 13,
2014).* †

II-
4

10.8

Executive Employment Agreement,
dated as of May 27, 2014, between Kara B. Jenny and Patent
Properties, Inc. (filed as Exhibit 10.42 to our Current Report on
Form 8-K filed on May 28, 2014).* †

Shared Services Agreement, dated as of July
11, 2013, by and between GlobalOptions Group, Inc. and Walker
Digital Management, LLC (filed as Exhibit 10.8 to our Current
Report on Form 8-K filed on July 15, 2013).*

10.12

Form of Indemnification Agreement between
GlobalOptions Group, Inc. and its new directors and officers (filed
as Exhibit 10.30 to our Current Report on Form 8-K filed on
September 24, 2013).*

10.13

Registration Rights Agreement, dated
September 18, 2013, by and between GlobalOptions Group, Inc. and
the holders party thereto (filed as Exhibit 10.31 to our Current
Report on Form 8-K filed on September 24, 2013).*

10.14

Subscription, Purchase and Investment
Agreement dated as of September 18, 2013, by and between Walker
Digital, LLC, GlobalOptions Group, Inc. and the investors party
thereto (filed as Exhibit 10.32 to our Current Report on Form 8-K
filed on September 24, 2013).*

10.15

Bill of Sale, Assignment and Assumption
Agreement dated as of September 18, 2013, by and between Walker
Digital, LLC, and Walker Digital Holdings, LLC (filed as Exhibit
10.33 to our Current Report on Form 8-K filed on September 24,
2013).*

10.16

Invention Assignment Agreement dated as of
January 20, 2014 by an among Patent Properties, Inc., Investor
Holdings LLC and Jay Walker (filed as Exhibit 10.39 to Amendment
No. 2 to our Registration Statement on Form S-1 (No. 333-191783)
filed on January 22, 2014).*

10.17

Engagement letter dated as of January 24,
2011 between Walker Digital, LLC and IP Navigation Group, LLC
(filed as Exhibit 10.36 to Amendment No. 3 to our Registration
Statement on Form S-1 (No. 333-191783) filed on February 7, 2014).*

10.18

Amendment to Engagement Letter dated as of
August 8, 2012 between Walker Digital, LLC and IP Navigation Group,
LLC (filed as Exhibit 10.37 to Amendment No. 3 to our Registration
Statement on Form S-1 (No. 333-191783) filed on February 7, 2014).*

10.19

Second Amendment to Engagement Letter dated
as of August 2013 between Walker Digital, LLC and IP Navigation
Group, LLC (filed as Exhibit 10.38 to Amendment No. 3 to our
Registration Statement on Form S-1 (No. 333-191783) filed on
February 7, 2014).*

10.20

Registration Rights Agreement, dated as of
February 10, 2014, by and between Patent Properties, Inc. and the
holders party thereto (filed as Exhibit 10.39 to Amendment No. 4 to
our Registration Statement on Form S-1 (No. 333-191783) filed on
February 22, 2014).*

10.21

Registration Rights Indemnification
Agreement, dated as of February 10, 2014, by and between Patent
Properties, Inc. and Walker Digital, LLC (filed as Exhibit 10.40 to
Amendment No. 4 to our Registration Statement on Form S-1 (No.
333-191783) filed on February 22, 2014).*

10.22

Engagement Agreement between Walker
Innovation Inc. and Walker Digital, LLC, dated as of August 20,
2015 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed
on August 24, 2015).*

II-
5

10.23

Work Order dated as of August
20, 2015 (filed as Exhibit 10.2 to our Current Report on Form 8-K
filed on August 24, 2015).*

10.24

Shared Services Agreement between Walker
Innovation Inc. and Flexible Travel Company, LLC, dated as of
December 4, 2015 (filed as Exhibit 10.1 to our Current Report on
Form 8-K filed on December 10, 2015).*

10.24a

Amendment to Shared Services Agreement
between Walker Innovation Inc. and Flexible Travel Company, LLC,
dated as of March 4, 2016 (filed as Exhibit 10.1 to our Current
Report on Form 8-K filed on March 31, 2016).*

10.25

Warrant dated as of December 4, 2015 among
Jay S. Walker, Walker Innovation Inc. and Flexible Travel Company,
LLC (filed as Exhibit 10.2 to our Current Report on Form 8-K filed
on December 10, 2015).*

10.26

Pledge Agreement between and among Walker
Innovation Inc. and Walker Digital, LLC dated as of July 19, 2016
and acknowledged by Jay S. Walker and Upside Commerce Group, LLC
(filed as Exhibit 10.1 to our Current Report on Form 8-K filed on
July 20, 2016).*

21.1

Subsidiaries of Walker
Innovation Inc. (filed as Exhibit 21.1 to our Annual Report on Form
10-K filed on March 15, 2016).*

23.1

Consent of Marcum
LLP.

23.2

Consent of Loeb & Loeb LLP
(contained in Exhibit 5.1). **

24.1

Power of Attorney**.

* Incorporated herein by reference.

** Previously filed.

† Indicates a management contract or compensatory
plan.

(b) All financing statements schedules are
omitted because they are not applicable or the required information
is shown in the consolidated financial statements or other notes
hereto.

Item 17. Undertakings.

(a) The undersigned registrant hereby
undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (§230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

Provided, however , That:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8
(§239.16b of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are
incorporated by reference in the registration statement; and

II-
6

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)
of this section do not apply if the registration statement is on
Form S-3 (§239.13 of this chapter) or Form F-3 (§239.33 of this
chapter) and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) (§230.424(b) of this chapter) that is part of the
registration statement.

(C) Provided further, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is for an offering of asset-backed securities on Form S-1 (§239.11
of this chapter) or Form S-3 (§239.13 of this chapter), and the
information required to be included in a post-effective amendment
is provided pursuant to Item 1100(c) of Regulation AB
(§229.1100(c)).

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(4) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement to
include any financial statements required by "Item 8.A. of Form
20-F (17 CFR 249.220f)" at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need
not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (§239.33 of this chapter), a
post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act
or §210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

II-
7

(5) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B
(§230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed
to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and

(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or
(b)(7) of this chapter) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of
this chapter) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C
(§230.430C of this chapter), each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A (§230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.

(6) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities:

The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned registrant;

(iii) The portion of any other free writing
prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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8

SIGNATURES

Pursuant to the requirements of the Securities Act
of 1933, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly
authorized.

WALKER INNOVATION
INC.

Date: November 7,
2016

By:

/s/ Jonathan
Ellenthal

Jonathan Ellenthal

Chief Executive
Officer

(Principal Executive
Officer)

Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.